OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                      Supplement dated December 30, 1999 to the
                       Prospectus dated February 26, 1999


      1.   The  Prospectus of  Oppenheimer  Quest  Capital Value Fund,  Inc. is
      amended  by adding  the  following  paragraph  to the end of the  section
      captioned "How the Fund is Managed" on page 14:

               Shareholders of the Fund were previously informed of the proposal
          to reorganize the Fund with and into Oppenheimer  Quest Balanced Value
          Fund.  At the  adjourned  shareholder  meeting  of the  Fund  held  on
          December  17,  1999,  the  proposal  did  not  receive  the  requisite
          shareholder  vote.  Accordingly,  the Fund  will not  reorganize  into
          Oppenheimer Quest Balanced Value Fund at this time.

      2. The subsection "Annual Fund Operating Expenses" under the heading "Fees
      and  Expenses  of the Fund" on page 8 is amended  by adding the  following
      footnote beneath the current text:

               The  Board of the Fund has  reduced  the rate of the  asset-based
          sales charge for Class A shares from 0.25% to 0.20% of average  annual
          net assets  representing  Class A shares effective January 1, 2000, to
          0.15%  effective  January 1, 2001, and to 0.10%  effective  January 1,
          2002.  The Board can set the rate up to 0.25% of  average  annual  net
          assets under the Distribution and Service Plan for Class A shares. The
          Distributor  pays out a portion of the asset-based  sales charge equal
          to 0.10% of the average annual net assets of Class A shares to dealers
          and financial institutions that hold Class A shares or whose customers
          hold them. Until February 28, 1999, the Distributor waived its receipt
          of a portion of the asset-based  sales charge equal to 0.15% for Class
          A shares.






      December 30, 1999                             ps835.009